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PROSPECTUS 


OF  THE 


#     VANDERBUUG  MINING 


ll>    A> 


fo'^ 


NEW   YORK: 

McSpedon  &  Baker,  Pkikters,  25  Pine  Street. 

1853. 


VANDERBURC  MINING  COMPANY 


CONTAININC  IN  ALL  62G  ACKES 

TltiysFEIt  omCE.li  VAJ.L  .SI. 
S.  SMTH.  Aj,M. 


^^ 


Digitized  by  the  Internet  Archive 

in  2012  with  funding  from 

University  of  North  Carolina  at  Chapel  Hil 


http://archive.org/details/prospectusofvandOOvand 


PROSPECTUS 


OF  THE 


VANDERBUUG  MINING- 


iMi)    A^ 


NEW   YORK: 

McSPEDON   &    BAKER,    PRINTERS. 

1853. 


PROSPECTUS 


VANDERBURG  MINING  COMPANY. 


Formed  under  the  General  Law  of  the  State  of  New  York,  regulating  Mining 
Companies,  &c.  Passed  February  17, 1848,  with  amendment  of  June 
8th,  1853.  With  the  reports  made  by  eminent  Geologists  and  Mineralo- 
gists, who  have  examined  the  mines ;  viz : 

Professor  EMMONS, 
JAMES  T.  HODGE, 
WILLIAM B.  FAHENSTOCK. 

The  property  of  the  Vanderburg  Mining  Company  is 
situated  in  the  County  of  Cabarras,  State  of  North  Caro- 
lina, adjoining  what  is  known  as  the  Phenix  Mine,  distant 
twenty-two  miles  from  Charlotte,  the  terminus  of  the  Char- 
lotte and  Columbia  Railroad,  and  seven  miles  from  Con- 
cord ;  and  consists  of  the  following-named  parcels  or  es- 
tates. 


The  Vanderburg  Mine,  containing 
"    Barhart  Mine  and  Estate,  cont 

..250 

acres 

aining . . 

..156 

u 

"     Plunkett 

u 

..  90 

(I 

"     Hagler 

u 

..   80 

u 

"    Barnhart  Mine  and  Estate 

u 

..  50 

11 

Total  acres 

..626 

Being  a  tract,  in  the  aggregate,  equal  to  one  square  mile; 
these  several  parcels  lying  adjoining,  and  on  the  north, 
south,  east,  and  west  of  the  lands  embraced  in  the  property 
of  the  Phenix  Mining  Company,  as  will  be  seen  by  the  ac- 
companying plan,  made  from  actual  survey  ;  a  copy  of 
which  is  hereto  annexed. 

From  the  examinations  and  explorations  that  have  al- 
ready been  made,  under  the  direction  of  the  present  pro- 
prietors, they  have  no  doubt  of  the  fact,  but  believe  that 
they  are  in  possession  of  the  most  conclusive  evidence,  that 
the  property,  embraced  in  the  foregoing  list,  contains  a 
very  large  amount  of  the  most  valuable  minerals  ;  that  the 
veins  are  of  the  same  class  and  character  as  those  which 
practical  operations  have  developed  and  shown  to  exist  on 
the  Phenix  Mine  property. 

They  believe  their  estates  contain  many  veins  of  valua- 
ble minerals,  which  have  not  yet  been  opened;  and  that  all 
the  veins,  crossing  the  Vanderburg  Company's  property, 
pass  the  entire  length  of  the  same;  thus  making,  in  extent, 
a  much  greater  length  than  those  now  known  to  exist  on 
the  Phenix  property. 

The  following  reports  have  been  made  by  persons  who 
have  been  employed  to  explore  and  examine  the  mineral 
indications  and  resources,  as  found  upon  the  tract  of  the 
Vanderburg  Mining  Company. 

Professor  Emmons,  in  his  communication,  under  date  of 
May  27th,  1853,  says  : — "  In  pursuance  of  my  duties,  con- 
nected with  the  geological  survey  of  the  State  of  North 
Carolina,  I  have  examined  the  mine  known  as  the  Vander- 


burg  Mine.  This  vein  is  a  continuation  of  the  vein  of  the 
well-known  Phenix  Mine,  wliich  has  been  well  known  for 
many  years,  and  which,  if  it  lias  not  paid  a  profit  to  the 
owners,  the  result  is  due  to  the  unskillfulness  of  those  un- 
der whose  charge  it  has  been  worked. 

The  Vanderburg  property  has  not  yet  been  worked  so 
deep  as  the  Phenix  ;  but  it  presents  a  much  better  prospect 
for  copper  than  that  does. 

It  is  located  upon  the  western  margin  of  the  state-belt,   . 
and  is  not  likely  to  be  cut  off  or  injured  by  granite.     Its     W" 
width  is  from  fourteen  to  twenty  inches,  and  in  the  upper 
part  is  mixed  and  made  up  of  brown  ore. 

Its  greatest  depth  is  eighty-four  feet,  and,  in  the  progress 
of  descent,  the  copper  has  increased  very  perceptibly.  It 
dips  to  the  west,  and  has  a  strike  of  S.  75°  W.,  and  may 
be  traced  upon  the  surface  half  a  mile.  It  is,  therefore,  , 
what  miners  call  a  strong  vein  or  mine.  My  notes  do  not 
show  what  amount  of  gold  this  mine  has  furnished  by  the 
common  process  of  working.    . 

My  opinion  is  that  it  is  a  very  valuable  mine,  and  one  in 
which  money  may  be  safely  invested  ;  as  the  copper  has 
increased  materially,  there  is  a  high  degree  of  probability 
of  its  proving  valuable  for  its  copper  mines." 

(Signed,)  E.  EMMONS. 


James  T.  Hodge,  in  his  report,  under  date  of  June  10, 
1853,  (from  Concord,  North  Carolina,)  says  :  "  We  spent 


yesterday  on  the  Yanderburg  and  Phenix  mines,  and  the 
sketch  inclosed  gives  the  correct  outline,  with  the  veins 
located  very  nearly  as  they  are  found  :  the  Yanderburg  or 
Phenix  '  sulphur  vein,'  exactly  as  it  is. 

"As  to  the  number  of  veins,  either  upon  the  Yanderburg 
or  Phenix  tracts,  it  is  impossible  to  obtain  a  correct  esti- 
mate. There  are  enough  on  either,  and  new  ones  will,  no 
doubt,  be  discovered  for  many  years  to  come.  It  would  be 
/(  a  work  of  many  days  to  correctly  plot  down  the  different 
points  where  we  have  found  vein  stones  on  the  top  of  the 
ground,  or  turned  them  up  just  below  the  surface.  The 
main  range  of  veins  was  a  course  about  N.  E.  and  S.  W., 
or  from  that  to  E.  N.  E.  and  W.  S.  W.  ;  other  veins  cross 
this  obliquely,  and  one  vein,  called  the  Hagler  vein,  was 
nearly  a  north  and  south  course  through  the  eastern  side 
of  the  Yanderburg  purchase. 

"  There  has  not  yet  been  enough  done  on  this  to  ascertain 
its  value.  The  ores  on  the  Yanderburg  and  Phenix  ap- 
pear well  as  gold  ores  ;  the  veins  and  cones  show  in  their 
parallel  courses  or  layers,  a  complete  vein  structure ;  and 
the  intermixture  of  quartz  brown  spar,  (carbonate  of  iron 
or  spathic  iron,)  and  the  sulphurets  of  iron  and  copper  are 
features  common  to  these  and  the  best  copper  ores  found. 
The  wall  rocks  are  favorable.  Talcose  slate  makes  the 
hanging,  or  north-west  wall ;  green  stone  slate  the  south- 
east, or  foot  wall.  The  vein  ('  sulphur ')  dips,  where 
worked,  on  the  Yanderburg  about  80^  north-west.  Its 
high  inclination  makes  it  more  favorable  to  work  than  if 
it  lay  flatter.  The  vein  separates  perfectly  from  the  two 
walls.    The  hanging  wall  remains  smooth,  the  foot  wall 


rugged,  though  there  is  no  clinging  to  it  of  the  vein.  The 
thickness  of  the  vein  varies  from  a  few  inches  to  two  feet. 
It  is  as  uniform  as  usual  to  veins  of  this  character,  and 
quite  as  great  as  is  desirable  to  find.  The  greatest  depth, 
where  I  could  see  it,  was  about  ninety  feet  below  the  sur- 
face. The  work  is  actively  prosecuted  on  the  Vander- 
burg  at  this  depth  for  gold,  though  it  is  nearer  the  surface 
that  the  richest  lumps  are  found,  and  are  still  sought  for 
in  shallow  pits  along  the  course  of  the  vein.  Numbers  of 
specimens  were  shown  me  of  great  richness,  and  of  similar 
appearance  to  the  large  specimen  I  saw  in  the  of&ce  of 
Samuel  Smith,  in  the  city  of  New  York,  though  containing 
much  more  gold. 

"  It  is  evident  that  the  former  owners  of  this  property 
have  worked  their  mines  with  confidence  and  with  success  ; 
and  all  this,  notwithstanding  a  very  injudicious  *  hand  to 
mouth '  system  of  mining.  They  had  adopted  carrying 
their  shafts  and  levels  down  together,  or  rather  keeping 
the  principal  shaft  about  eight  feet  in  advance  of  the  level, 
thus  preventing  them  always  from  stopping  up. 

"  The  copper  ores  at  these  mines  have  not  been  a  particu- 
lar object  of  search  ;  in  my  opinion  they  are  to  become 
of  greater  consequence  than  the  gold.  The  veins  are  cer- 
tainly of  a  very  promising  character,  and  will  warrant  the 
laying  out  of  an  extensive  system  of  mining  operations,  de- 
signed to  reach  the  veins,  at  a  much  greater  depth  than 
they  have  yet  been  touched,  and  work  them  with  more 
efl&cient  machinery,  than  has  ever  been  applied  to  them. 
The  water  is  yet  easily  taken  out  by  a  horse-whim,  and 
this  will  do  for  some  time  to  come  ;  but  a  proper  pumping 


V 


8 

engine  should  be  provided,  and  the  mines  opened  on  a 
large  scale.  There  are  points  where  adits  may  be  brought 
upon  the  course  of  the  veins  to  drain  about  sixty  feet ;  as 
yet  no  one  has  been  planned.  There  is  room  on  the  tract 
for  several  mining  operations.  The  ground  is  favorably 
located,  and  the  expense  of  working  is  not  great,  either 
for  labor,  provisions  or  horses,  and  the  rock  is  easy  of  ex- 
ploration. 

"  Transportation,  which  alone  has  been  sufficient  to  pre- 
vent copper  mining  in  this  region,  is  now  about  to  be  re- 
duced by  the  railroad,  Avhich  is  in  process  of  completion, 
running  within  six  miles  of  the  mines. 

"  The  timber  of  the  country  is  oak,  of  many  varieties,  and 
pine  ;  the  soil  is  light,  but  well  timbered  ;  farms  are  nu- 
merous, but  poorly  cultivated. 

"  The  principal  vein  of  the  Phenix  is  traced  directly  on 
to  the  Vahderburg,  along  a  line  of  pits  running  N.  54*^  E. 
The  orchard  vein  leads  also  directly  into  the  Y anderburg 
tract,  and  what  appears  to  be  its  continuation  has  been 
opened  and  worked  for  gold  at  many  points  on  this  tract.  Its 
course  is  N.  64°  E.  and  its  extent  on  this  tract  about  two- 
thirds  of  a  mile.  The  most  northern  vein  has  a  length  of 
about  one-third  of  a  mile  on  the  Vanderburg  tract. 

"  I  located  the  orchard  vein  sixty  rods  south  of  the  Phe- 
nix engine  shaft. 

"  The  Yanderburg  and  Phenix  adjoin  each  other;  the 
principal  veins  pass  alike  across  both  ;  each  will  have 
some  veins  that  the  other  has  not — but  being  a  larger  tract, 


9 

I  should  expect  to   liiid  a    imich  i.n'oater   iimiilMjr   oii  the 
Yanderbiirg. 

"Both  have  little  streams  of  water,  sufficient  and  conve- 
nient for  Avashing-  and  dressing  ores,  and  so  far  as  the 
mines  have  been  opened,  tlicre  is  no  nniterial  difrereiicc  in 
the  appearance  of  the  ores.  I  did,  liowever,  remark  a 
considerable  larger  proportion  of  good  copper  ores  about 
the  Yanderburg  than  about  the  Phenix  shafts. 

("  Signed,) 

"JAMES  T.  HODGE." 


William  B.  Fahenstock,  in  his  several  reports  and  com- 
munications, under  date  of  May  30th  and  June  12th,  1853, 

says  : — 

"  I  have  just  returned  from  the  mines  ;  with  respect  to 
the  Yanderburg  Mine,  if  I  were  to  write  twenty  pages  I 
could  not  tell  you  more  than  that  I  believe  it  to  be  the 
best  in  that  region,  because  it  lays  better,  is  situated  upon 
higher  ground,  and  has  all  the  veins  upon  it  that  passes 
through  the  Phenix  ;  more  particularly  the  Orchard  vein, 
which  I  consider  the  best.  This  passes  through  the  Yan- 
derburg in  much  greater  length,  and  will  be  found  to  be 
more  fully  developed  there  than  upon  the  Phenix  property. 

"  The  character  of  this  vein  is  essentially  gold-bearing 
quartz,  which  carries  sulphuret  of  copper  of  most  excellent 
quality  (copper  pyrites.)  In  depth,  it  will  be  copper  and 
gold.  The  gold  is  very  pure,  and  the  specimens  are  ex- 
ceedingly beautiful. 

("  Signed,) 

"WILLIAM  B.  FAHENSTOCK." 
2 


^ 


10 
ANALYSIS  OF   DR.  CHILTON. 

"  I  have  analysed  a  sample  of  yellow  copper  pyrites  from  the  Vander- 
burg  Mine,  Cabarras  county,  North  Carolina,  for  Mr.  Samuel  Smith,  and 
find  it  to  yield  29-27  per  cent,  of  copper. 

"James  E.  Chilton',  M.D., 

"  Chemist. 
*'  New  York,  June  1,  1853." 


The  foregoing  testimonials  from  persons  of  known  intel- 
ligence and  professional  reputation,  as  geologists  and 
mineralogists,  cannot  fail  to  convince  the  public  of  the 
very  great  value  of  these  mines,  and  the  sure  result  of 
profit  to  those  who  may  invest  their  moneys  in  this  en- 
terprise. 

Already  some  twenty  tons  of  copper  have  been  taken 
from  the  vein  on  this  tract,  in  the  course  of  sinking  the  80 
feet  shaft,  Avhich  will  average  25  or  30  per  cent.,  specimens 
of  which  may  be  seen  at  the  office  of  Samuel  Smith,  No  . 
35  Wall  street.  New  York. 

We  feel  justified  in  stating,  upon  information  in  our  pos- 
session, and  from  practical  miners  acquainted  with  the 
mine,  that  a  respectable  weekly  shipment  of  copper  may 
be  made  from  the  mine,  to  commence  in  one  month  from 
this  date.  Already  there  are  mined  three  to  four  thousand 
bushels  of  gold  ore,  now  worth  from  one  to  two  dollars 
per  bushel ;  also  some  thirty  tons  of  copper  ore. 

We  think  the  fact  is  established,  upon  indisputable  au- 
thority, that  the  mines  on  the  Yanderburg  property  con- 


't 


■^ 


11 

tain  not  only-  inexhaustible  quantities  of  copper  and  gold 
ores,  but  that  they  arc  of  a  richness  equal  to  any  other 
mines  yet  discovered  in  that  xegion,  possessing,  also,  the 
additional  advantages  of  admirable  location,  with  great 
facilities  for  working,  and  ready  and  convenient  means  of 
transportation  to  market. 

Heretofore  only  some  six  persons  have  been  employed  at 
these   mines,  but  the    Company  have  now   increased  the 
number  to  twenty,  and  propose  forthwith  to  forward  a 
suitable  engine  for  the  works,  with  the  necessary  machinery  . 
for  working  both  the  gold  and  copper  ores. 

The  Company  is  formed  on  the  following  basis: 

The  whole  number  of  shares  120,000,  at  a  par  value  of 
$10  each. 

Of  this  number  30,000  shares  are  reserved  for  a  working 
capital;  the  balance  of  90,000  shares  is  now  held  by  those 
persons  who  have  advanced  the  requisite  capital  to  pur- 
chase the  property  and  develop  its  resources,  &c. 

It  is  proposed  immediately  to  call  a  meeting  of  the 
stockholders,  and  organize  the  Company  by  a  choice  of 
Directors  and  Officers,  under  the  general  law  of  the  State 
of  New  York,  a  copy  of  which  is  hereto  annexed. 

When  the  Company  shall  have  become  fully  organized, 
and  on  a  more  extended  scale  prosecute  their  operations 
in  mining,  we  confidently  believe  the  stock  will  be  a  first 
class  stock,  and  worth  as  much  or  more  than  any  other 
mineral  stock  in  the  State  of  North  Carolina;  and  that 
within  the  period  of  four  months  after  the  machinery  is 
in  motion,  a  dividend  can  be  declared  to  the  stock-  \ 
holders. 


12 


A  portion  of  the  stock  reserved  for  working  capital,  is 
now  offered  for  sale  at  less  than  par  value,  if  applied  for 
immediately  at  the  office  of  the  Company,  No.  35  Wall 
street.  New  York. 

June  19,  1853. 


AN    ACT 

TO 

AUTHORIZE  THE  FORMATION  OF  CORPORATIONS 

FOR 

MANUFACTURING, 
MINING,  MECHANICAL  OR   CHEMICAL 

PURPOSES. 

PASSED    FEBRUARY    17,    1848. 


Sec.  1.  Companies  how  to  be  formed. 

2.  When  to  become  bodies  corporate. 

3.  Trustees  to  be  elected. 

4.  Election  may  be  held  on  any  day. 

5.  Officers. 

6.  Trustees  to  make  calls  on  stockholders, 

7.  To  make  by-laws, 

8.  Stock  transferable. 

9.  Copy  of  certificate  to  be  evidence. 

10.  Liability  of  stockholders. 

11.  Certificate  of  the  payment  of  stock  to  bo  filed. 

12.  Annual  report  to  be  made  and  published. 
1.3.  Provision  relative  to  dividends  ;  Proviso. 

14.  Stock  to  be  paid  in  cash. 

15.  Provision  respecting  false  certificate  or  report. 

16.  Provision  respecting  stock  held  by  executors. 

17.  Executors,  &c.,  to  vote  at  meetings. 

18.  Liability  of  stockholders. 

19.  This  act  may  be  altered  or  repealed. 

20.  Companies  may  increase  or  diminish  stock, 

21.  Notice  thereof  to  be  given, 

22.  Meetings,  how  to  be  organized  and  conducted. 

23.  Indebtedness  of  companies. 

24.  Saving  clause. 

25.  Book  containing  the  names  of  stockholders,  to  be  kept,  with  amount 

of  stock. 

26.  General  powers. 


14 


^^^-^ 


The  people  of  the  State  of  Kew  York^  represented  in  Senate 
and  Assembly,  do  enact  as  follows: 

§  1.  At  any  time  hereafter,  any  three  or  more  persons 
who  may  desire  to  form  a  company  for  the  purpose  of  car- 
rying on  any  kind  of  manufacturing,  mining,  mechanical  or 
chemical  business,  may  make,  sign  and  acknowledge  before 
some  officer  competent  to  take  the  acknowledgment  of 
deeds,  and  file  in  the  office  of  the  clerk  of  the  county  in 
which  the  business  of  the  company  shall  be  carried  on, 
and  a  duplicate  thereof  in  the  office  of  the  Secretary  of 
State,  a  certificate,  in  writing,  in  which  shall  be  stated  the 
corporate  name  of  the  said  company,  and  the  objects  for 
which  the  company  shall  be  formed,  the  amount  pf  the 
capital  stock  of  the  said  company,  the  term  of  its  exist- 
ence, not  to  exceed  fifty  years,  the  number  of  shares  of 
which  the  said  stock  shall  consist,  the  number  of  trustees 
and  their  names,  who  shall  manage  the  concerns  of  said 
company  for  the  first  year,  and  the  name  of  the  town  and 
county  in  which  the  operations  of  the  said  company  are  to 
be  carried  on. 

§  2.  When  the  certificate  shall  have  been  filed  as  afore- 
said, the  persons  who  shall  have  signed  and  acknowledged 
the  same,  and  their  successors,  shall  be  a  body  politic  and 

orporate,  in  fact  and  in  name,  by  the  name  stated  in  such 
certificate  ;  and  by  that  name  have  succession,  and  shall 

e  capable  of  suing  and  being  sued  in  any  court  of  law  or 
equity  in  this  state,  and  they  and  their  successors  may  have 
a  common  seal,  and  may  make  and  alter  the  same  at 
pleasure  ;  and  they  shall,  by  their  corporate  name,  be  ca- 
pable in  law  of  purchasing,  holding  and  conveying  any 
real  and  personal  estate  whatever,  which  may  be  necessary 


?  -i- 


15 

to  enable  the  said  company  to  carry  on  their  operations  J'' 
^yy^        named  in  siicli  certificate,  but  shall  not  mortp;afre  the  same   /  t-i^i 
M\.        ,,y^— ©r  giye  any  licnthcrcon.  /T^^^^^ 

''^^^^^^■*^  §  3.  The  stock,  property  and  concerns  of  such  company 
^  shall  be  managed  by  not  less  than  three,  nor  more  than^^ 

nine  trustees,  who  shall  respectively  be  stockholders  va/  

^^^^\^_^^5-^such   company,  and  citizens  of  the  United   States,  and  a  ^;^,->y^*i/ 
/^^-^~_^^  majority  of  whom  shall  be  citizens  of  this  State,  who  shall ,^-^^-^^^14^   a.^ 
-^^   >/_/  except  the  first  year,  be  annually  elected  by  the  stockhold-  *I^3il^^^^^-^--y 
/^  ers,  at  such  time  and  place  as  shall  be  directed  by  the  by-  A-^J*'^^^  X 
uA"--'---^*^-^  laws  of  the  company;  and  public  notice  of  the  time  and    ^^    ^^j-JkJ 
/^■''^''■'''*^^^,;4l43lace  of  holding  such  election  shall  be  published  not  lessor/     ^ — -^ 
^^^^~-  than  ten  days  previous  thereto,  in  the  newspaper  printed  '      j^^r::;:^^:^ 
"^  nearest  to  the  place  where  the  operations  of  the  said  com-/^  ^^^-^^^^ 

Tfjl^    '^^''^^^t^^ftny  shall  be  carried  on  ;  and  the  election  shall  be  made 

oy  such  of  the  stockholders  as  shall  attend  for  that  pur-  /-^-^'''''^  ""^ "" 
pose,  either  in  person  or  by  proxy.     All  elections  shall  be  ^/^    ^T-'^^^^^^ 


by  ballot,  and  each  stockholder   shall  be  entitled   to  as^^, 
many  votes  as  he  owns  shares  of  stock  in  the  said  compa- 
ny, and  the  persons  receiving  the  greatest  number  of  votes 
shall  be  trustees;  and  when  any  vacancy  shall  happen  *-J«--*f: 
among  the  trustees,  by  death,  resignation  or  otherwise,  i^MM^  «^*  * 
shall  be  filled  for  the  remainder  of  the  year  in  such  maix^ 
ner  as  may  be  provided  for  by  the  by-laws  of  the  said^^^*^'* 
company. 

§  4.  In  case  it  shall  happen  at  any  time,  that  an  elec- 
tion of  trustees  shall  not  be  made  on  the  day  designated 
by  the  by-laws  of  said  company,  when  it  ought  to  have 
been  made,  the  company,  for  that  reason,  shall  not  be 
dissolved,  but  it  shall  be  lawful  on  any  other  day  to  hold 


*-^^t 


16 

an  election  for  trustees,  in  such  manner  as  shall  be  provid- 
ed for  by  the  said  by-laws,  and  all  acts  of  trustees  shall  be 
valid  and  binding  as  against  such  company,  until  their  suc- 
cessors shall  be  elected. 

§  5.  There  shall  be  a  president  of  the  company,  who 
shall   be    designated  from    the   number  of    the  trustees, 
and  also  such  subordinate  officers  as  the  company  by  its 
..  -  by-laws  may  designate,  who  may  be  elected  or  appointed, 

i'  and  required  to  give  such  security  for  the  faithful  per- 

formance of  the  duties  of  their  office  as  the  company  by  its 
by-laws  may  require. 

^  §  6.  It  shall  be  lawful  for  the  trustees  to  call  in  and  de- 

,'■  mand  from  the  stockholders  respectively,  all  such  sums  of 

money  by  them  subscribed,  at  such  times,  and  in  such  pay- 
ments or  installments  as  the  trustees  shall  deem  proper, 
r  under  the  penalty  of  forfeiting  the  shares  of  stock  sub- 

/^  scribed  for,  and  all  previous  payments  made  thereon,  if 

,  payment  shall  not  be  made  by  the  stockholders  within 

sixty  days  after  a  personal  demand  or  notice  requiring 
such  payment  shall  have  been  published  for  six  successive 
weeks  in  the  newspaper  nearest  to  the  place  where  the 
business  of  the  company  shall  be  carried  on  as  aforesaid. 

. ,  ^^  -__ §  T.  The  trustees  of  such  company  shall  have  power  to 

K^'Zy^"^*-^  ^^^^  make  such  prudential  by-laws  as  they  shall  deem  proper 
/^TyptZ'^^'f^-^  for  the  management  and  disposition  of  the  stock  and  busi- 
/tj^^^^>4yx/y   ness  affairs  of  such  company,  not  inconsistent  with  the 
fM  £  jf>n^tA/L^^^^  ^f  ^^^'^  state,  and  prescribing  the  duties  of  officers,  ar- 
\/ '/"——-^^^  tificers,  and  servants  that  may  be  employed;  for  the  ap- 
pointment of  all  officers,  and  for  carrying  on  all  kinds  of 
^Dusiness  within  the  objects  and  purposes  of  such  company. 


17 

§  8.  The  stock  of  sucli  company  ssliall  Ik;  (loomed  per- 
sonal estate,  and  shall  be  transferal)le  in  such  manner  as 
shall  be  prescribed  by  the  by-laws  of  the  com[)any;  Ijiit  no 
shares  shall  be  transferable  until  all  previous  calls  thereon 
shall  have  been  fully  paid  in,  or  shall  have  been  declared 
forfeited  for  the  non-payment  of  calls  thereon:  And  it 
shall  not  be  lawful  for  such  company  to  use  any  of  their 
funds  in  the  purchase  of  any  stock  in  any  other  corpora- 
tion. 

§  9.  The  copy  of  any  certificate  of  incorporation,  filed 
in  pursuance  of  this  act,  certified  by  the  county  clerk  or 
his  deputy  to  be  a  true  copy  and  of  the  whole  of  such  cer- 
tificate, shall  be  received  in  all  courts  and  places  as  pre- 
sumptive legal  evidence  of  the  facts  therein  stated. 

§  10.  All  the  stockholders  of  every  company  incorporated 
under  this  act,  shall  be  severally  individually  liable  to  the 
creditors  of  the  company  in  which  they  are  stockholders,  to 
an  amount  equal  to  the  amount  of  stock  held  by  them  re- 
spectively for  all  debts  and  contracts  made  by  such  com- 
pany, until  the  whole  amount  of  capital  stock  fixed  and 
.  limited  by  such  company  shall  have  been  paid  in,  and  a 
certificate  thereof  shall  have  been  made  and  recorded,  as 
prescribed  in  the  following  section;  and  the  capital  stock, 
so  fixed  and  limited,  shall  all  be  paid  in,  one-half  thereof 
within  one  year,  and  the  other  half  thereof  within  two 
years  from  the  incorporation  of  said  company,  or  such  cor- 
poration shall  be  dissolved. 

§  11.  The  president  and  a  majority  of  the  trustees,  with- 
thirty  days  after  the  payment  of  the  last  installment  of 
3 


IS 


the  capital  stock,  so  fixed  and  limited  by  the  company, 
shall  make  a  certificate,  stating  the  amount  of  the  capital 
so  fixed  and  paid  in;  which  certificate  shall  be  signed  and 
sworn  to  by  the  president  and  a  majority  of  the  trustees; 
and  they  shall,  "within  the  said  thirty  days,  record  the 
same  in  the  office  of  the  county  clerk  of  the  county  wherein 
the  business  of  the  said  company  is  carried  on. 


'^*.^' 


§  12.  Every  such  company  shall,  annually,  within  twenty 

days  from  the  first  day  of  January,  make  a  report,  which 

shall  be  published  in  some  newspaper,  published  in  the 

Xj^y      town,  city  or  village  ;  or  if  there  be  no  newspaper  pub- 

y^-'^^L*^    lished  in  said  town,  city  or  village,  then  in  some  newspaper 

\,^p^      published  nearest  the  place  where  the  business  of  the  said  » 

//^^^~> company  is  carried  on,  which  shall  state  the  amount  of 

'  capital,  and  of  the  proportion  actually  paid  in,  and  the 

amount  of  its  existing  debts,  which  report  shall  be  sighed 

'by  the  president  and  a  majority  of  the  trustees;  and  shall 

be  verified  by  the  oath  of  the  president  or  secretary 

^]^j^,,.,t;^^,».2^id,  company,  and'  filed  in  the  office  of  the  clerk  of  t 

^  \    y-y^n^u*^  county  where  the  business  of  the  company  shall  be  carri. 

/-t^'*-'^'^^^^      on;  and  if  any  of  said  company  shall  fail  so  to  do,  all  th^. 

<^^,^_^^^.,,>^^^      trustees  of  the  company  shall  be  jointly  and  severally  liabl 

'  "*  for  all  the  debts  of  the  company  then  existing,  and  for  all 

that  shall  be  contracted  before  such  report  shall  be  made. 


§  13.  If  the  trustees  of  any  such  company  shall  declare  and 
pay  any  dividend  when  the  company  is  insolvent,  or  any  di- 
vidend the  payment  of  which  would  render  it  insolvent,  or 
which  would  diminish  the  amount  of  its  capital  stock,  they 
shall  be  jointly  and  severally  liable  for  all  the  debts  of  the 
company  then  existing,  and  for  all  that  shall  be  thereafter 
contracted,  while  they  shall  respectively  continue  in  office; 


19 


Provided,  Tliat  if  any  of  tlio  trustees  shall  olyect  to  the 
declaring  of  such  dividend,  or  to  the  payment  of  tlie  same, 
and  shall  at  any  time  before  the  time  fixed  for  the  payment 
thereof,  file  a  certificate  of  their  objection,  in  writing,  with 
.  the  clerk  of  the  company  and  with  the  clerk  of  the  county, 
they  shall  be  exempt  from  the  said  liability, 

x/.  1^14.  Nothing  but  money  shall  be  considered  as  pay- ^y^j 

a       '     ^  ment  of  any  part  of  the  capital  sto(5k,  and  no  loan  of  money /2,i::^2r<?-- 
shall  be  made  by  any  such  company  to 'any  stockholder-^ '''**''''^"^ 
//   ylfS'^   therein  ;  and  if  any  such  loan  Shall  be  made  to  a  stock 
h^  ^fcJaolder,  the  officers  who  shall  make  it,  or  who  shall  assent 
-^^fr^y^^j,  thereto,  shall  be  jointly  and  severally  liable  to  the  extent 
^    ^  V,  y   of  such  loan  and  interest,  for  all  the  debts  of  the  company 
contracted  before  the  repayment  of  the  sum  so  loaned. 

§  15.  If  any  certificate  or  report  made,  or  public  notice 
given  by  the  officers  of  any  such  company,  in  pursuance  of 
the  provisions  of  this  act,  shall  be  false  in  any  materia 
representation,  all  the  officers  who  shall  have  signed  the 
*  same,  knowing  it  to  be  false,  shall  be  jointly  and  severally 

liable  for  all  the  debts  of  the  company  contracted  while 
they  are  stockholders  or  officers  thereof. 

§  16.  No  person  holding  stock  in  any  such  company,  as 
executor,  administrator,  guardian  or  trustee,  and  no  per- 
son holding  such  stock  as  collateral  security,  shall  be  per- 
sonally subject  to  any  liability  as  stockholder  of  such 
company  ;  but  the  person  pledging  such  stock  shall  be 
considered  as  holding  the  same,  and  shall  be  liable  as  a 
stockholder  accordingly  ;  and  the  estates  and  funds  in  the 
hands  of  such  executor,  administrator,  guardian  or  trustee, 
shall  be  liable  in  like  manner  and  to  the  same  extent  as 


20 

the  testator  or  intfestate,  or  the  ward  or  person  interested 
in  such  trust  fund  would  have  been  if  he  had  been  living 
and  competent  to  act,  and  held  the  same  stock  in  his  own 
name. 

§  IT.  Every  such  executor,  administrator,  guardian  or 
trustee,  shall  represent  the  6hare  of  stock  in  his  hands  at 
all  meetings  of  the  company,  and  may  vote  accodingly  as 
a  stockholder  ;  and  every  person  who  shall,  pledge  his 
stock  as  aforesaid,  may  nevertheless  represent  the  same 
at  all  such  meetings,  and  may  vote  accordingly  as  a  stock- 
holder. 

§  18.  The  stockholders  of  any  company  organized  under  , 
the  provisions  of  this  act,  shall  be  jointly  and  severally  in- 
dividually liable  for  all  debts  that  may  be  due  and  owing 
to  all  their  laborers,  servants  and  apprentices,  for  services 
performed  for  such  corporation. 

§  19.  The  legislature  may,  at  any  time,  alter,  amend  or 
repeal  this  act,  or  may  annul  or  repeal  any  incorporation 
formed  or  created  under  this  act ;  but  such  amendment  or 
repeal  shall  not,  nor  shall  the  dissolution  of  any  such  com- 
pany take  away  or  impair  any  remedy  given  against  any 
such  corporation,  its  stockholders  or  officers,  for  any  lia- 
bility which  shall  have  been  previously  incurred. 

§  20.  Any  corporation  or  company  heretofore  formed, 
either  by  special  act  or  under  the  general  law,  and  now 
existing  for  any  manufacturing,  mining,  mechanical  or 
chemical  purposes,  or  any  company  which  may  be  formed 
under  this  act,  may  increase  or  diminish  its  capital  stock 
by  complying  with  the  provisions  of  this  act,  to  any  amount 


21 

which  may  be  deemed  sufncient  and  proper  for  the  purpo- 
ses of  the  corporation,  and  may  also  extend  its  business  to 
any  other  manufacturing,  mining,  mechanical  or  chemical 
business,  subject  to  the  provisions  and  liabilities  of  this 
act.  But  before  any  corporation  shall  be  entitled  to  di- 
minish the  amount  of  its  capital  stock,  if  the  amount  of  its 
debts  and  liabilities  shall  exceed  the  amount  of  capital  to 
which  it  is  proposed  to  be  reduced,  such  amount  of  debts 
and  liabilities  shall  be  satisfied  and  reduced  so  as  not  to 
exceed  such  diminished  amount  of  its  capital ;  and  any  ex- 
isting company,  heretofore  formed,  under  the  general  law, 
or  any  special  act,  may  come  under  and  avail  itself  of  the 
privileges  and  provisions  of  this  act,  by  complying  with 
the  following  provisions,  and  thereupon  such  company,  its 
officers  and  stockholders,  shall  be  subject  to  all  the  re- 
strictions, duties  and  liabilities  of  this  act. 

§21.  Whenever  any  company  shall   desire   to   call  ^  ^/^/^Lc  i!^ 
meeting  of  the  stockholders,  for  the  purpose  of  availing  ^  a--^^^  , 
itself    of    the   privileges   and  provisions  of    this  act,  or-^^s-z-asn 
for  increasing  or  diminishing  the   amount   of  its   capital 
stock,    or  for    extending    or    changing    its   business,   it^      ^/^^^^^ 
shall  be   the   duty  of   the  trustees  to  publish  a  notice,^^-^^^^*^**  ?  ^ 
signed  by  at  least  a  majority  of  them,  in  a  newspaper  in>*"^^*ty 
the  county,  if  any  shall  be  published  therein,  at  least  three  ^. 
successive  weeks,  and    to  deposit  a  written  or  printed  yl..^;^^^^^ 
copy  thereof  in  the  post  office,  addressed  to  each  stock- 
holder at  his  usual  place  of  residence,  at  least  three  weeks  ^^^^^^ 
previous  to  the  day  fixed  upon  for  holding  such  meeting;  /^-  ■^"'^-'^^ 
specifying  the  object  of  the  meeting,  the  time  and  place^f^*^^*-^  •***^ 
when  and  where   such  meeting   shall    be  held,   and   the^-*-^"-  ^*^*rW/ 
amount  to  which  it  shall  be  proposed  to  increase  or  dimin^-^-^/^-'-^^-^il^ 


22 

isli  the  capital,  and  the  business  to  which  the  company- 
would  be  extended  or  changed,  and  a  vote  of  at  least  two- 
thirds  of  all  the  shares  of  stock  shnll  be  necessary  to  an  in- 
crease or  diminution  of  the  amount  of  its  capital  stock, 
or  til e  extension  or  change  of  its  business  as  aforesid,  or 
to  enable  a  company  to  avail  itself  of  the  provisions  of  this 
act. 

§  22.  If  at  any  time  and  place  specified  in  the  notice 
provided  for  in  the  preceding  section  of  this  act,  stock- 
holders shall  appear  in  person  or  by  proxy,  Jn^number 
representing  not  less  than  two-thirds  of  all  the  shares  of 
stock  of  a  corporation,  they  shall  organize  by  choosing 
one  of  the  trustees  chairman  of  the  meeting,  and  also  a 
suitable  person  for  secretary,  and  proceed  to  a  vote  of 
those  present,  in  person  or  by  proxy  and  if  on  canvassing 
the  votes  it  shall  appear  that  a  sufiicient  number  of  votes 
has  been  given  in  favor  of  increasing  or  diminishing  the 
amount  of  capital,  or  of  extending  or  changing  its  business 
as  aforesaid,  or  for  availing  itself  of  the  privileges  and  pro- 
visions of  this  act,  a  certificate  of  the  proceedings,  showing 
a  compliance  with  the  provisions  of  this  act,  the  amount  of 
capital  actually  paid  in,  the  business  to  which  it  is  extended 
or  changed,  the  whole  amount  of  debts  and  liabilities  of^the 
company,  and  the  amount  to  which  the  capital  stock  shall 
be  increased  or  diminished,  shall  be  made  out,  signed  and 
verified  by  the  affidavit  of  the  chairman,  and  be  counter- 
signed by  the  secretary,  and  such  certificate  shall  be  ac- 
knowledged by  the  chairman,  and  filed  as  required  by  the 
first  section  of  this  act,  and  when  so  filed,  the  capital  stock 
of  such  corporation  shall  be  increased  or  diminished,  to  the 
amount  specified  in  such  certificate,  and  the  business   ex- 


23 

tended  or  changed  as  aforesaid,  and  the  company  shall  be 
entitled  to  the  privileges  and  provisions  and  Ijc  subject  to 
the  liabilities  of  this  act,  as   the  case  may  be. 

§  23.  If  tiie  indebtedness  of  any  such  company  shall  at 
any  time  exceed  the  amount  of  its  capital  stock,  the  trus- 
tees of  such  company  assenting  thereto,  shall  be  person- 
ally and  individually  liable  for  such  excess  to  the  creditors 
of  such  company. 

§  24.  No  stockholder  shall  be  personally  liable  for  the 
payment  of  any  debt  contracted  by  any  company  formed 
under  this  act,  which  is  not  to  be  paid  within  one  year 
from  the  time  (he  debt  is  contracted,  nor  unless  a  suit  for  . 
the  collection  of  such  debt  shall  be  brought  against  such'v 
company  within  one  year  after  the  debt  shall  become  due  5 
and  no  suit  shall  be  brought  against  any  stockholder  who 
shall  cease  to  be  a  stockholder  in  ariy  such  company,  for 
any  debt  so  contracted,  unless  the  same  shall  be  com- 
menced within  two  years  from  the  time  he  shall  have  ceased 
to  be  a  stockholder  in  such  company,  nor  until  an  execution 
against  the  company  shall  have  been  returned  unsatisfied 
in  whole  or  in  part. 

§  25.  It  shall  be  the  duty  of  the  trustees  of  every  such 
corporation  or  company,  to  cause  a  l)ook  to  be  kept  by  the 
treasurer  or  clerk  thereof,  containing  the  names  of  all  per- 
sons alphabetically  arranged,  who  are  or  shall,  within  six 
years,  have  been  stockholders  of  such  company,  and  show- 
ing their  places  of  residence,  the  number  of  shares  of  stock 
held  by  them  respectively,  and  the  time  when  they  respect- 
ively, became  the  owners  of  such  shares  ;  and  the  amount  of 


24 

stock  actually  paid  in  ;  which  book  shall,  during  the  usual 
business  hours  of  the  day,  on  every  day  except  Sunday 
and  the  fourth  day  of  July,  be  open  for  the  inspection  of 
stockholders  and  creditors  of  the  company,  and  their  per- 
sonal representatives,  at  the  office  or  principal  place  of 
business  of  such  company,  in  the  county  where  its  business 
operations  shall  be  located;  and  any  and  every  stockholder, 
creditor,  or  representative,  shall  have  a  right  to  make  ex- 
tracts from  such  book;  and  no  transfer  of  stock  shall 
be  valid  for  any  purpose  whatever,  except  to  render  the 
person  to  whom  it  shall  be  transferred  liable  for  the  debts 
of  the  company,  according  to  the  provisions  of  this  act, 
until  it  shall  have  been  entered  therein  as  required  by  this 
section,  by  an  entry  showing  to  and  from  whom  trans- 
ferred. Such  book  shall  be  presumptive  evidence  of  the 
facts  therein  stated,  in  favor  of  the  plaintiff  in  any 
suit  or  proceeding  against  such  company,  or  against 
any  one  or  more  stockholders.  Every  officer  or  agent 
of  any  such  company,  who  shall  neglect  to  make 
any  proper  entry  in  such  book,  or  shall  refuse  or  ne- 
glect to  exhibit  the  same,  or  allow  the  same  to  be  in- 
spected, and  extracts  to  be  taken  therefrom,  as  provided 
by  this  section,  shall  be  deemed  guilty  of  a  misdemeanor, 
and  the  company  shall  forfeit  and  pay  to  the  party  injured, 
a  penalty  of  fifty  dollars  for  every  such  neglect  or  refusal, 
and  all  the  damages  resulting  therefrom  :  And  every  com- 
pany that  shall  neglect  to  keep  such  book  open  for  inspec- 
tion as  aforesaid,  shall  forfeit  to  the  people  the  sum  of  fifty 
dollars  for  every  day  it  shall  so  neglect,  to  be  sued  for  and 
recovered  in  the  name  of  the  people,  by  the  District  Attor- 
ney of  the  county  in  which  the  business  of  such  corpora- 
tion shall  be  located  ;  and  when  so  recovered  the  amount 


25 

shall  1)0  i)ai(l  into  the  trcasui'v  of  siiel)  county  for  the  use 
thereof. 

§  2(3.  Every  corporation  created  under  this  act  .shall 
possess  the  general  powers  and  privileges  and  he  suhject 
to  the  liabilities  and  restrictions  contained  in  title  third  of 
chapter  eighteen  of  the  first  part  of  the  Revised  Statutes. 

§  27.  This  act  shall  take  effect  immediat(.']y. 


AN  ACT 

TO    AMEND  AN  ACT  TO  AUTHORIZE  THE  FORMATION  OP  CORPO- 
RATIONS FOR  MANUFACTURING,    MINING,  MECHANICAL,  AND 

CHEMICAL  PURPOSES.     Passcd  February  17,  1848. 
Passed  June  7th,  1853. 

The  People  of  the  State  of  JYeiu   York,  represented  in   Senate 
and  Assembly ,  do  enact  as  follows: 

§  1.  Any  certificate  hereafter  filed  under  the  provisions 
of  the  above  entitled  act,  may  designate  one  or  more  places 
where  the  company  may  carry  on  their  business. 

§  2.  The  trustees  of  such  company  may  purchase  mines, 
manufactories,  and  other  property  necessary  for  their  busi- 
ness, and  issue  stock  to  the  amount  of  the  value  thereof,  in 
payment  therefor  ;  and  the  stock,  so  issued,  shall  be  de- 
clared and  taken  to  be  full  stock,  and  not  liable  to  any 
further  calls;  neither  shall  the  holders  thereof  be  liable  for 
any  further  payments  under  the  provisions  of  the  tenth 
section  of  the  said  act;  but  in  all  statements  and  reports 
of  the  company,  to  be  published,  this  stock  shall  not  be 
A 


26 

stated  or  reported  as  being  issued  for  cash  paid  into  the 
company,  but  shall  be  reported,  in  this  respect,  according 
to  the  fact. 

§  3.  This  act  shall  take  effect  immediately. 

State  of  New  York,      ) 

Secretary's  Office.  \    I  have   compared   the   pre- 

ceding with  the  original  law,  on  file  in  this  office,  and  do 
certify  that  the  same  is  a  correct  transcript  therefrom  and 
of  the  whole  of  said  original. 

Given  under    my  hand    and   seal   of  office, 
at  the  city  of  Albany,  this  eighth  day  of 
(copy.)        June,  in  the  year  of  our  Lord  one  thousand 
eight  hundred  and  fifty-three. 

{Signed)  ARCH'D  CAMPBELL, 

Deputy  Secretary  of  State. 

[L.  S.] 


